Service Level Agreement

1. Service Level Agreement Definitions.

1. “Available for Use” means all of the supported functions and features of the Subscription Service are capable of sending and receiving data to and from the Internet.
2. “Availability” means the portion (in percentage terms) of Scheduled Uptime the Subscription Services are actually Available for Use.
3. “Downtime” means any period of time during the applicable Service Level Period that the Subscription Services are not Available for Use due to a Severity Level 1 Problem as classified or confirmed by Saviynt in accordance with the Support Policies, beginning when Customer opens a ticket in Saviynt’s Customer Support Portal and ending when the Subscription Service is again Available for Use.
4. “Scheduled Downtime” means the total minutes in the reporting month required by a Scheduled Maintenance Window.
5. “Scheduled Uptime” means the total minutes in the reporting month less the total minutes of Scheduled Downtime.
6. Service Availability Credit” means a dollar credit, calculated in accordance with Section 3 of this Service Level Agreement, for the calendar months during which the Subscription Services fall below the Service Commitment
7. “Service Availability Percentage” means the percentage calculated by dividing the actual Uptime minutes during a reporting month by the Scheduled Uptime minutes.
8. “Service Level Period” means 24x7: 24 hours a day, 7 days a week, 365 days a year.
9. “Uptime” means the total minutes in the reporting month the Subscription Services were available to Users for normal use.

2. Service Commitment. Saviynt will use commercially reasonable efforts to monitor and make the Subscription Service Available for Use no less than ninety-nine-point five percent (99.5%) of the Scheduled Uptime during the Service Level Period, as calculated on a monthly basis, subject to the exclusions below (“Service Commitment”). Customer may request an availability report from Saviynt on a monthly basis for the prior thirty (30) day period.

3. Service Availability Credit Requests. At the beginning of each calendar quarter period, Saviynt shall determine the Service Availability Credit(s) due the Customer, if any, that is a result of the Service Availability Percentage falling below Service Commitment during any monthly period of the preceding calendar quarter. If a Service Availability Credit(s) is due to the Customer, the Service Availability Credit(s) shall be determined based upon the values set forth in the table below. All calculations and Service Availability Credit(s) are based on Saviynt’s records and data. Any Service Availability Credit(s) due the Customer, shall be paid within forty-five (45) calendar days from the beginning of the then current calendar quarter.

Gold Success Package

Platinum Success and Diamond Success Packages

The cumulative Service Availability Credits, if any, will in no event exceed twenty (20%) in aggregate of the quarterly value of the then current annual Subscription Service Fee.

4. Service Credit Payment and Eligibility. Saviynt will apply Service Availability Credits against future Subscription Service invoices. Notwithstanding the foregoing, if Customer is to receive a Service Availability Credit and there is no future invoicing following expiration or earlier termination of this Agreement, Saviynt will issue a payment to Customer for any Service Availability Credits due within thirty (30) calendar days. Service Availability Credits will not entitle Customer to any setoff, refund or other payment from Saviynt or the Partner. A Service Availability Credit will be applicable and issued only if: (a) Customer does not owe Saviynt or the Partner any past due amounts and (b) Customer is in compliance with the terms of the Agreement. Service Availability Credits may not be transferred or applied to any other account, products or services. Customer’s sole and exclusive remedy for any unavailability, non-performance or other failure of Saviynt to provide the Subscription Services is the receipt of the Service Availability Credits (if eligible) in accordance with the terms of this Service Level Agreement.

5. Service Availability Termination Right. If Customer is entitled to a Service Availability Credit in any three (3) consecutive months, or five (5) months in total over a rolling twelve (12) month period during the Subscription Term, Customer may terminate this Agreement without penalty by giving Saviynt at least 30 days’ written notice of termination, such notice to be given no later than 30 days after the date the Service Availability Credit for the third consecutive month or after the fifth month during a rolling twelve-month period was incurred, based on Saviynt’s records or the right to terminate for this event expires.

6. Exclusions. Downtime shall not include the aggregate amount of time during which the Subscription Service is not Available for Use that result from:

1. Scheduled Maintenance - Saviynt will follow the scheduled maintenance window shown on the ticket created by the Customer in Saviynt’s ticketing system (the “Scheduled Maintenance Window”), which will include a detailed description of the maintenance to be performed. All changes to production systems will go through Saviynt’s change control process and Customer will be allowed a reasonable period of time in which to test any scheduled maintenance changes prior to Saviynt introducing such changes into Customer’s production environment;
   
   
2. Emergency maintenance - Saviynt may perform any reasonably required, emergency maintenance work outside of the Scheduled Maintenance Window by creating a ticket on Saviynt’s ticketing system and providing as much advance notice as commercially practicable to Customer including a detailed description of the maintenance to be performed. All emergency maintenance changes will go through Saviynt’s change control process;
   
   
3. Factors Outside Saviynt’s Reasonable Control - include (a) a Force Majeure Event, (b) Interruptions in third-party networks that prevent Internet users from accessing the Subscription Services, provided that the data center is served by redundant connections to the internet from multiple internet service providers, or (c) suspension or termination of the Subscription Services due to Customer’s use of the Subscription Services in violation of the terms of the Agreement.